Thomson Reuters
Mails Shareholder Meeting Documents for Proposed Return of Capital
Transaction
TORONTO, Oct. 23, 2018 -- Thomson Reuters (TSX/NYSE: TRI)
today announced that it has commenced the mailing of a management
proxy circular and related documents to its shareholders in
connection with an upcoming special meeting at which shareholders
will be asked to approve a proposed return of capital transaction.
Thomson Reuters is aware of rotating strikes by Canada Post workers
which may result in delays for shareholders with Canadian
addresses. The management proxy circular and related documents are
available online and for pick-up, as set out below.
The return of capital transaction consists of a cash
distribution of US$4.45 in cash per
common share, or approximately US$2.5 billion in the aggregate, to holders
of common shares and a consolidation of outstanding common shares
(or "reverse stock split") on a basis that is proportional to the
cash distribution. The share consolidation ratio will be based on
the volume weighed average trading price of the common shares on
the New York Stock Exchange for the five trading days immediately
prior to the return of capital becoming effective.
The proposed return of capital transaction is intended to
distribute cash on a basis that is generally expected to be
tax-free for Canadian tax purposes. Certain shareholders who are
taxable in a jurisdiction outside of Canada (including taxable U.S. resident
shareholders and others) ("Eligible Opt-Out Shareholders") will be
able to opt out of the transaction. This right to opt out is being
provided to those shareholders because in jurisdictions other than
Canada the tax consequences of not
participating in the transaction may be preferable to those
associated with participating in the transaction. If an Eligible
Opt-Out Shareholder chooses to opt out, it will not receive the
cash distribution and will continue to hold the same number of
shares that it currently holds.
Details of the transaction (including information regarding the
opt-out right) are described in the management proxy circular and
related materials, which are available
on www.thomsonreuters.com in the "Investor
relations" section. The documents were filed with the Canadian
securities regulatory authorities on SEDAR and are available
at www.sedar.com. The documents were also furnished to
the U.S. Securities and Exchange Commission through EDGAR and are
available at www.sec.gov. The documents are also
available for pick-up, free of charge, at Computershare Trust
Company of Canada's offices in
Toronto, Montreal, Vancouver and Calgary. Please contact Computershare Trust
Company of Canada using the phone
numbers or e-mail address set out below for the addresses of those
offices.
The special meeting of shareholders will be held in Toronto on November 19,
2018 at 2:00 p.m.
(Toronto time). The meeting will
be webcast at www.thomsonreuters.com. Holders of
Thomson Reuters common shares as of 5:00
p.m. (Toronto time) on
October 18, 2018 are entitled to vote
at the meeting.
Registered shareholders who have questions or need assistance
voting their shares may contact Computershare Trust Company of
Canada, at 1.800.564.6253
(toll-free in Canada and the U.S.)
or at 1.514.982.7888 (outside Canada and the U.S.) or at the following
e-mail address: corporateactions@computershare.com. Non-registered
shareholders who hold their shares indirectly through an
intermediary (such as an investment dealer, stock broker, bank,
trust company or other nominee) should contact their intermediary
if they have questions or need assistance. Shareholders who have
questions or need assistance may also contact D.F. King & Co.,
Inc., who is acting as Information Agent for the transaction, at
1.800.330.5897 (toll-free in Canada and the U.S.) or at 1.212.269.5550
(outside Canada and the U.S.,
banks, brokers and collect calls) or at the following email
address: tri@dfking.com.
Thomson Reuters
Thomson Reuters (TSX/NYSE: TRI) is the world's leading provider of
news and information-based tools to professionals. Our worldwide
network of journalists and specialist editors keep customers up to
speed on global developments, with a particular focus on legal,
regulatory and tax changes. Thomson Reuters shares are listed on
the Toronto and New York Stock
Exchanges. For more information on Thomson Reuters, visit tr.com
and for the latest world news, reuters.com.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this news release are forward-looking,
including statements relating to the return of capital transaction
and the anticipated tax treatment for shareholders participating in
the transaction and those opting out. These forward-looking
statements are based on certain assumptions and reflect our
company's current expectations. As a result, forward-looking
statements are subject to a number of risks and uncertainties that
could cause actual results or events to differ materially from
current expectations, including other factors discussed in
materials that Thomson Reuters from time to time files with, or
furnishes to, the Canadian securities regulatory authorities and
the U.S. Securities and Exchange Commission. There is no assurance
that the return of capital transaction will be completed or that
other events described in any forward-looking statement will
materialize. Except as may be required by applicable law, Thomson
Reuters disclaims any obligation to update or revise any
forward-looking statements.
CONTACTS
MEDIA
David Crundwell
Senior Vice President, Corporate Affairs
+1 416 649 9904
david.crundwell@tr.com |
INVESTORS
Frank J. Golden
Senior Vice President, Investor Relations
+1 646 223 5288
frank.golden@tr.com |
Logo -
https://mma.prnewswire.com/media/13199/THOMSON_REUTERS_LOGO.jpg